Exhibit 10.27
ENVIRONMENTAL INDEMNITY
AGREEMENT
FOR VALUE
RECEIVED, namely the loans, lines of credit, letters of credit or
other financing arrangements provided by TD BANK, N.A., a banking
corporation organized under the laws of the United States of
America, with a place of business at One Portland Square, Portland,
Maine, and a mailing address of P.O. Box 9540, Portland, Maine
04112-9540, (the "Bank") to FLOTATION TECHNOLOGIES, INC., a Maine
corporation, whose address is 20 Morin Street, Biddeford, Maine
04005, under the terms and provisions of the Loan Documents, as
described in and secured by a Mortgage and Security Agreement, of
even date, given to the Bank on certain premises located at and
near 20 Morin Street, Biddeford, Maine, (the "Premises"), the
undersigned hereby unconditionally and irrevocably agrees to pay on
demand to the Bank, and to reimburse defend, hold harmless and
indemnify the Bank for, any and all liabilities, executions,
awards, judgments, claims, damages, demands, penalties, actions,
debts, suits, expenditures, indemnities, losses, charges or other
amounts that are or may become due from the Bank in connection
with, or arising directly or indirectly out of, any hazardous,
toxic, dangerous, radioactive, noxious or unhealthful materials,
substances, objects, gases, and/or wastes, including without
limitation all of the following: (a) asbestos in any
form; (b) urea formaldehyde foam insulation; (c) transformers or
other equipment which contain dielectric fluid containing any level
of polychllorinated biphenyls; (d) underground or above ground
storage tanks for oil or other potentially harmful substances or
(e) any other chemical, material, gas or substance which is
prohibited, limited, or regulated by any federal, state, county,
regional, local, or other governmental authority or which, even if
not so regulated, may or could pose a hazard to or be injurious to
the health or safety of the occupants of the Premises or the owners
of property adjacent to the Premises or which, even though not
posing a danger to hinder health or safety, may or could constitute
a pollutant that could be required to be cleaned up by any
governmental authority, (all of which are hereinafter referred to
collectively as "Hazardous Materials") situated in, over, upon, or
under said Premises mortgaged to the Bank under the terms of the
aforementioned Mortgage and Security Agreement; meaning and
intending hereby to assume the obligation to pay, and to indemnify
and hold harmless the Bank for, without limitation, (1) all costs
incurred or expended by the Bank in connection with the removal of
all Hazardous Materials from said Premises, including without
limitation all costs of investigation, monitoring, remedial
response, removal, restoration, feasibility studies, remedial work,
cleanup, engineering reports, and permit acquisitions incurred in
connection therewith; (2) all costs incurred and sums expended by
the Bank in determining the compliance of such removal with all
applicable regulations and standards; (3) all liability of, or
expense to, the Bank incurred as a result of the improper removal
or disposal of Hazardous Materials from said Premises, by whomever
performed, or arising out of exposure to Hazardous Materials of any
individual while in or on said Premises, or otherwise in connection
with the existence or removal of, or failure to remove, any and all
Hazardous Materials, on or from said Premises, together with (4)
all of the Bank's costs of defending against any proceedings
brought by or on behalf of any individual or entity allegedly
injured as a result of the presence of Hazardous Materials on said
Premises, or emanating therefrom in any manner, whether such claim
is decided adversely to or in favor of the Bank, and (5) any
reasonable attorney's fees incurred in connection with any of the
foregoing matters; and the undersigned do hereby further
unconditionally assume and agree to indemnify
and make the
Bank whole if the Bank shou
